· 1 Dr. Krishnakumar Nandkumar Menon Chairman & Managing Director 00926405 2 Mr. Rajiv Nair Executive Director 03060687 3 Mr. Murlidharan Nair Non-Executive Independent Director

[TYPE TCOMPANY AME]

42ND ANNUAL REPORT OF

MAESTROS MEDILINE SYSTEMS LIMITED

ANNUAL REPORT: 2014‐2015

[Pick the date]

MAESTROS MEDILINE SYSTEMS LIMITED CIN:L65990MH1972PLC016208

Annual Report 2014‐15 Page 1

CONTENTS

Particulars Page Nos. Notice 03

STANDALONE

Directors' Report 10

Independent Auditors’ Report 29

Balance Sheet 33

Profit & Loss Account 34

Cash Flow Statement 35

Schedules & Notes to Accounts 37

CONSOLIDATED

Independent Auditors’ Report 49

Balance Sheet 51

Profit & Loss Account 52

Cash Flow Statement 53

Schedules & Notes to Accounts 55

Proxy form 67

Updation of shareholders information 68

Attendance Slip 69

Route map 70



BOARD OF DIRECTORS Sr. No.

Name of Director Designation DIN Number

1 Dr. Krishnakumar Nandkumar Menon Chairman & Managing Director

00926405

2 Mr. Rajiv Nair Executive Director 03060687 3 Mr. Murlidharan Nair Non-Executive Independent

Director 05217743

4 Mr. Niladri Mondal Non-Executive & Independent Director

06738763

5 Mrs. Chitralekha Menon Additional Director 07286926 BANKERS ICICI BANK REGISTRAR & SHARE TRANSFER AGENT Link Intime India Private Limited C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai – 400 078 REGISTERED OFFICE Plot No. El/63, TTC Industrial Area Electronic Zone, Mahape Navi Mumbai – 400 710 Phone: 022 – 2761 1311 / 1286 Fax: 022 – 2762 2453 E-mail: [email protected] Website: www.maestros.net CIN: L65990MH1972PLC016208 PLANT LOCATION Plot No. El/63, TTC Industrial Area Electronic Zone, Mahape Navi Mumbai – 400 710



NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 42nd Annual General Meeting (AGM) of the Members of MAESTROS MEDILINE SYSTEMS LIMITED will be held on Wednesday, 30 December, 2015 at 4.00 P.M. at Hotel Celebrations, Plot No. L-1, Sector 19, Vashi, Navi Mumbai – 400 705 to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt: i) the Audited Standalone Financial Statements of the Company for the

Financial Year ended 31st March, 2015 and the Report of the Board of Directors and the Auditors thereon; and

ii) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Rajiv Nair (DIN – 03060687), who retires by rotation

and being eligible has offered himself for re-appointment.

3. To appoint the retiring auditors, M/s. R A R and Associates (Formerly known as M/s. Anil Goyal & Co., Chartered Accountants, having Firm Registration No. 100431W:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), M/s. R. A. R. & Associates, Chartered Accountants (Firm Registration No. 100431W), be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General Meeting of the Company at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mrs. Chitralekha Krishnakumar Menon (DIN – 07286926), who was appointed as an Additional Director with effect from 6th November, 2015 on the Board of the Company in terms of Section 161 of the Companies Act, 2013 and Article of Article of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a member in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing his



candidature for the office of a Director, be and is hereby appointed as a Director of the company.”

By Order of the Board,

FOR MAESTROS MEDILINE SYSTEMS LIMITED

Sd/- Date: 04/12/2015 Dr. Krishnakumar Menon (Managing Director) Place: Navi Mumbai (DIN – 00926405) Notes: 1) The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 in respect of the

Special Business under Item No. 4 as stated above is annexed hereto.

2) A member entitled to attend and vote at the annual general meeting (AGM) is entitled to appoint a proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument appointing Proxy should be deposited at the Registered office of the Company not later than FORTY-EIGHT HOURS before the commencement of the AGM.

3) Proxies submitted on behalf of limited companies, societies, etc., must be supported by

appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

4) Members / Proxies are requested to bring duly- filled Attendance Slips sent herewith to attend the meeting along with the copy of Annual Report.

5) The enclosed proxy form, if intended to be used should reach the Registered Office of the Company duly completed, stamped and signed not less than forty eight hours before the time fixed for the meeting.

6) Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting and number of shares held by them.

7) In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

8) Members desirous of obtaining any information concerning accounts and operations of the Company are requested to address their questions in writing to the Company at least 7 days before



the date of Annual General Meeting so that the information, to the extent practicable, may be made available at the meeting

9) Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting.

10) The Register of Members and Share Transfer Books of the Company will remain closed from 23rd December, 2015 to 29th December, 2015 ( Both days inclusive) for the purpose of Annual General Meeting;

11) Corporate members are requested to send to the Registered Office of the Company, a duly certified copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013 authorizing their representative to attend and vote at the Annual General Meeting;

12) Members are requested to notify changes, if any, in their Registered address to the Company’s Registrar and Share Transfer Agent M/s. Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West), Mumbai – 400 078.

13) Members are requested to bring their copy of Annual Report to the Meeting;

14) All documents referred to in the notice are open for inspection at the Registered office of the Company Between 11.00 A.M. to 1.00 P.M. on all working days up to the date of the meeting;

15) Mr. Rajiv Krishnan Nair (DIN – 03060687), Director of the Company retire by rotation and being eligible, offer for re-appointment at the Annual General Meeting. A brief resume of the said Director is given below:

Name Rajiv Krishnan Nair Director Identification Number (DIN)

03060687

Age 47 Qualification B.E. Expertise in Specific Area IT Shareholding in Maestros Mediline Systems Limited

19190

Membership / Chairmanship of committee of the Company

0

16) Members are requested to address all correspondences to the Registrar and Share transfer Agents,

M/s. Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound1, L.B.S. Marg, Bhandup (West),Mumbai – 400 078, Tel No: + 022 - 2594 6960, Fax: + 022 - 2594 6969, Email: [email protected];

17) As per the provisions of the companies Act, 2013, facility for making nomination is available for shareholders, in respect of the shares held by them. Nomination Forms can be obtained from the Registrar and Transfer agent of the Company;



18) E–voting in Compliance with Section 108 of the Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement: The Company is pleased to provide its Shareholders with facility to exercise their right to vote at the 42nd Annual General Meeting (AGM) by electronic means and the business may be transacted through e–Voting Services provided by Central Depository Services (India) Limited (CDSL). The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. The procedure and instruction for e – Voting are as follows:

i) The voting period begins from 10.00 a.m. (STARTING TIME) on 27th, December, 2015

and ends at 5.00 p.m. on 29th, December, 2015. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23-12-2015 , may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Ones the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

ii) The shareholders should log on to the e-voting website www.evotingindia.com.

iii) Click on Shareholders.

iv) Now Enter your User ID

• For CDSL: 16 digits beneficiary ID, • For NSDL: 8 Character DP ID followed by 8 Digits Client ID, • Members holding shares in Physical Form should enter Folio Number

registered with the Company.

v) Next enter the Image Verification as displayed and Click on Login.

vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Address Stickers..

DOB Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account or folio in



dd/mm/yyyy format. Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

viii) After entering these details appropriately, click on “SUBMIT” tab.

ix) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

x) For Members holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.

xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xvii) If a demat account holder has forgotten the login password then Enter the User ID

and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xviii) Note for Non – Individual Shareholders and Custodians



• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

xix) Pramod S. Shah & Associates, Company Secretary in Whole Time Practice (ICSI

Membership Number: 334) has been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding 3(three) working days from the conclusion of the e-voting period unblock the votes in the presence of at least 2(two) witness not in the employment of the Company and make a Scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company;

The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizer's report shall be placed on the Company's website and on the website of CDSL within 2 (two) working days of the passing of the resolutions at the AGM of the Company and communicated to the Stock Exchange.



EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Mrs. Chitralekha Menon, is an Additional Director of the Company. Mrs. Chitralekha Menon is proposed to be appointed as a Director of the Company with effect from 30th December, 2015 to 29th December, 2020. A notice has been received from a member proposing Mrs. Menon as a candidate for the office of Director of the Company. In the opinion of the Board, Mrs. Menon fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as a Director of the Company. Mrs. Chitralekha Menon is a post graduate working in Maestros as Admin & HR Manager for the past 15 yrs. She has been taking care of the needs of all the employees of different branches She has vast experience in dealing with employees and related work Copy of the draft letter for appointment of Mrs. Menon as a Director would be available for inspection without any fee by the members at the registered office of the Company during normal business hours on any working day (except Saturdays, Sundays and holidays) between 10.00 a.m. to 12.30 p.m. The Board considers that her continued association would be of immense benefit to the Company and it is desirable to continue to avail the services of Mrs. Menon. Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Menon as a Director, for the approval by the shareholders of the Company. Except Mrs. Menon and Mr. K. K. Menon, none of the Directors and Key Managerial Personnel of the Company are concerned or interested, financial or otherwise, in the resolution set out at Item No. 4.

By Order of the Board, FOR MAESTROS MEDILINE SYSTEMS LIMITED

Sd/- Dr. Krishnakumar Menon

(Managing Director) (DIN – 00926405) Date: 04/12/2015 Place: Navi Mumbai



Directors’ Report

To, The Members MAESTROS MEDILINE SYSTEMS LIMITED, Your Directors’ have pleasure in presenting their 42nd Annual Report on business and operations of the Company and the accounts for the Financial year ended 31st March 2015. The State of the Company’s Affairs 1. KEY FINANCIAL HIGHLIGHTS ON STANDALONE BASIS :

Particulars For the Year ended

31st March, 2015(Figures in Rs.)

For the Year ended 31st March, 2014

(Figures in Rs.) Income 42,711,646 7,024,1643 Expenditure (257,710,024) (206,860,327) Profit/ (Loss) before Depreciation & Tax (214,998,378) (136,618,684) Depreciation (7,854,376) (9,956,221) Profit /(Loss) before Tax (222,852,754) (146,574,905) Deferred Tax/Current Tax Nil Nil Profit/ (Loss) after Tax (222,849,754) (146,574,905)

2. KEY FINANCIAL HIGHLIGHTS ON CONSOLIDATED BASIS:

Particulars For the Year ended

31st March, 2015(Figures in Rs.)


(Figures in Rs.) Income 42,711,646 70,282,093Expenditure (257,724,784) (208,395,508)Profit/ (Loss) before Depreciation & Tax (2,15,013,138) (138,113,415) Depreciation (7,858,378) (9,961,129) Profit /(Loss) before Tax (222,871,516) (148,074,544) Exception and Extraordinary items Nil (8,810,186) Deferred Tax/Current Tax Nil 813Profit/ (Loss) after Tax (222,871,516) (156,883,917)

3. DIVIDEND: With a view to repair past losses which resulted in erosion of reserves and conservation of resources for future betterment, the Board of Directors do not recommend any dividend for the year.

4. RESERVES AND SURPLUS: The Company has not transferred any sums to the General Reserve as the operations of the Company are surging gradually. However, major reserves of the Company for FY 2014-15 and the previous year are as follows:



5. FINANCIAL PERFORMANCE OF SUBSIDIARY COMPANY: Your Company is holding 10,000 no. of Fully paid up Equity shares of Rs. 10 each in Maestros Equipment Services Pvt Ltd i.e. holding 100%.

Particulars For the Year ended 31st March, 2015

(Figures in Rs.)


(Figures in Rs.) Income 0 40450 Expenditure (14760) (164075) Profit/ (Loss) before Depreciation & Tax (14760) (123625) Depreciation (4002) (4908) Profit /(Loss) before Tax (18762) (128533) Deferred Tax/Current Tax 0 (813) Profit/ (Loss) after Tax (18762) (127720)

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A) Conservation of Energy Since there is no manufacturing carried on by the Company, the Board is not required to give disclosures in the terms of Section 134 (3) ( c ) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy.

B) Technology Absorption There was no technology absorption during the year under reviewe.

C) Foreign Exchange Earnings and Outgo The Company has not earned any Foreign Exchange in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as the Company operates at the domestic level

Particulars March 31, 2015 March 31, 2014 Capital Reserves 4,494,600 4,494,600 Capital Redemption Reserve 1,766,800 1,766,800 Securities Premium Reserve 46,162,600 46,162,600 General Reserve 50,00,000 50,00,000 Value of Assets beyond their useful lives as on April 01,2014 (w/o)

(7,825,864) -

Profit/ Loss (452,608,293) (229,755,539)



8. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statements of the Company/Board Report is in accordance with the provisions of Section 131 of the Companies Act, 2013. So, there was no revision in the financial statements for the current year March 31st, 2015.

9. CHANGE IN THE NATURE OF BUSINESS: There has been no change in the nature of business of the company during the year.

10. ANNUAL RETURN: Pursuant to sub – section 3(a) of the Section 134 and sub – section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as on 31st March, 2015 is set out as Annexure 1 and forms part of this report.

11. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No. Name of Company Subsidiary / Joint ventures/ Associate

Company

Date of becoming Subsidiary/ Joint ventures/ Associate

Company. 1 N.A. N.A. N.A.

12. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No. Name of Company Subsidiary / Joint ventures/

Associate Company Date of cessionof Subsidiary/ Joint

ventures/ Associate Company.

1. N.A. N.A. N.A.

13. DETAILS OF DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

14. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

A notice/order was issued/passed by the Bombay Stock Exchange against the company, the details of which has been given as under:

Sr. No Name of Authority who has issued an order.

Date of Order. Particulars of Order.

1 Bombay Stock Exchange(BSE)

Notice No: 20141107-40, issued on 07th November, 2014

Scrip Code: 501209 Discontinuation of Trading in Securities from BSE due to non-Compliance of Clause of Listing Agreement



15. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder in the current financial year ended March 31st, 2015 and during the previous year ended March 31st, 2014 respectively.

16. INTERNAL FINANCIAL CONTROL: The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well-documented policy, guidelines, and authorization and approval procedures. The Company has also developed a Risk Assessment policy and is reviewed by the Board of Directors.

17. BOARD MEETINGS. A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met six times during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The details of which are given below:

Sr. No.

Date of Meetings Venue and time of the meeting

Directors present

Directors to whom Leave of

absence was granted

1 14th August 2014 EL-63 TTC INDUSTRIAL AREA MAHAPE

4 1

2 25th September 2014 EL-63 TTC INDUSTRIAL AREA MAHAPE

3 2

3 13th November 2014 EL-63 TTC INDUSTRIAL AREA MAHAPE

3 2

4 28th November 2014 EL-63 TTC INDUSTRIAL AREA MAHAPE

4 1

5 13th February 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE

3 2

6 16th March 2015 EL-63 TTC INDUSTRIAL AREA MAHAPE

3 2

18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. There has been no change in the Directors and Key Managerial Personnel in a year under review. Further, the Company has taken all the reasonable efforts but as the registered office of the Company is based at a remote location the Company is unable to find a suitable candidate holding a membership of ICSI willing to be appointed as a whole-time Company secretary.



19. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013. In view of the above provisions, your Company has following Independent Directors:

20. NOMINATION AND REMUNERATION COMMITTEE: The ‘Nomination and Remuneration Committee’ consists of three Directors with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board. The Current Composition of the Committee is as under: Chairman: Niladri Mondal Members: Murlidharan Nair Members: Vasundhra Atre

21. AUDIT COMMITTEE: In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an “Audit Committee” comprising of minimum three directors consisting of two non-executive Independent directors and one executive director with the Chairman being Independent director. The primary objective of Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting As of the date of this report, the Committee is Comprised as follows:

Sr. No. Name Position Category 1 Muralidharan K Nair Chairman Independent Non- Executive 2 Dr. K. K. Menon Member Executive 3 Niladri Mondal Member Independent Non- Executive

The Committee met 4 times during the year.

Sr. No. Name of the Member No. of Meetings Attended

1 Muralidharan K Nair 4

2 Dr. K. K. Menon 4 3 Niladri Mondal 4

Sr. No. Name of the Independent Director1. Mr. Muralidharan Nair 2. Mr. Niladri Mondal



22. THE VIGIL MECHANISM: Pursuant to Section 177 of the Companies Act, 2013, the Company has established a 'Vigil Mechanism' for directors and employees to report their genuine concerns to the Company. The company oversees this 'Vigil Mechanism' through the Audit Committee of the Board.

23. STAKEHOLDER RELATIONSHIP COMMITTEE: Pursuant to Section 178 (5) of the Companies Act, 2013, the Company has established Stakeholder Relationship Committee. The main objective of this Committee is to resolve the grievances of security holders of the Company. As of the date of this report, the Committee is Comprised as follows:

Sr. No. Name Position Category 1 Muralidharan Nair Chairman Independent (Non Executive) 2 Dr. K. K. Menon Member Executive 3 Niladri Mondal Member Independent (Non Executive)

24. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: In accordance with Section 135 of the Companies Act, 2013 your Company has not constituted a Corporate Social Responsibility Committee, as the Company does not fall within the purview of provisions of the Companies Act, 2013.

25. QUALIFICATION GIVEN BY THE AUDITORS:

The explanation / comments of the Board on every qualification or reservation or adverse remark or disclaimer made by Auditor is set out as Annexure – III and forms part of this report.

26. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY: During the year your company has not provided any loan and guarantees and made investments, within the limits specified under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014.

27. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES: The Company has not entered into transactions with related parties in accordance with the provisions of the Section 188 of the Companies Act, 2013 and Companies (Meeting of Board and its Powers)Rules, 2014 during the year under review.

28. RISK MANAGEMENT: The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board may threaten to the Company and Board has formulated the policy for how to manage the risk and what actions are required to take for diminishing the adverse effect of the risk. Your Directors have enlarged mandate of Audit Committee to include responsibility to assist the Board in (i) overseeing and approving the company's enterprise wide risk management framework; and (ii) periodic appraisal to assess any change needed in the context of changing business environment



29. AUDITORS:

M/s. R. A. R. & Associates, who are the statutory auditors of your Company, having Firm Registration No: 100431W, retiring at the ensuing Annual General Meeting of the Company, being eligible offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General Meeting of the Company.

30. SECRETARIAL AUDITOR: The Company has not appointed a Secretarial Auditor during the year.

31. EQUITY SHARES WITH DIFFERENTIAL RIGHTS: The Company has not issued any equity shares with differential voting Rights.

32. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Your company has not paid any remuneration to Director nor the Key Managerial Personnel.

33. PARTICULARS OF EMPLOYEES: None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. PERFORMANCE EVALUATION The Company has in place a policy on performance evaluation of independent directors, board, committees and individual directors. The board of directors evaluates its own performance in terms of operations of the company, financial results etc. the performance of committee(s) is evaluated by the board based on effectiveness of committee, its functioning and decisions etc. the board also reviews the performance of individual director(s) based on the contribution of the individual director to the board/ committee meetings, participation in discussions, inputs given in the meeting. As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance. Such evaluation exercise has been carried out

(i) of Independent Directors by the Board (ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for

the purpose (iii) of the Board as a whole and its Committees by all the Independent Directors in separate

meeting held for the purpose on 20th August, 2015 (iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on

21th August, 2015 after taking into account the views of the Executive and Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee (vi) of the Board by itself.



Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

35. LISTING ON STOCK EXCHANGES Your Company's equity shares are listed on The Bombay Stock Exchange, Mumbai (BSE) with the Scrip Code is 501209 and ISIN No: INE408E01027. The Company has paid the listing fees to the stock exchanges for the financial year 2014-15.

36. EMPLOYEES’ STOCK OPTION PLAN: The Company has not set up any Stock Option Scheme for its employees.

37. SWEAT EQUITY SHARES: The Company has not issued any Sweat Equity Shares during the year under review.

38. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. ACKNOWLEDGEMENT: Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stake holders. For and on behalf of the Board MAESTROS MEDILINE SYSTEMS LIMITED Sd/- KRISHNAKUMAR NANDKUMAR MENON DIN: 00926405 Chairman of the Company (Director) Address: A 1101/1102, APOLLO, HIRANANDANI ESTATE, GODBUNDER ROAD, PATLIPADA, THANE WEST - 400607, Maharashtra, INDIA Place: Mumbai Date: 04/12/2015



ANNEXURE - I Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the Financial Year ended on 31st March, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L65990MH1972PLC016208 ii) Registration Date 28th December, 1972 iii) Name of the Company MAESTROS MEDILINE SYSTEMS LIMITED iv) Category of the Company

Sub-Category of the Company

Company Limited by Shares Indian Non-Government Company

v) Address of the Registered office and Contact Details

PLOT NO EL/63 TTC IND AREAELECTRONIC ZONE MAHAPE, Navi Mumbai- 400701, Maharashtra Ph.: 022 - 27612470

vi) Whether Listed Company Yes vii) Name, Address and Contact details of Registrar

and Transfer Agent, if any Link Intime India Pvt. Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup(W), Mumbai - 400078

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

NIC Code of the Product / Service

% to total turnover of the company

1 MEDICAL EQUIPMENT 51597 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company

CIN / GLN Holding / Subsidiary / Associate

% of Shares held

Applicable Section

1 Maestros Equipment Services Pvt. Ltd.

U93000MH2010PTC204002 Subsidiary 100 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

i. Category-wise shareholding:

Category No. Of shares held at the beginning of the year 01.04.2014

No. Of shares held at the end of the year 31.3.2015

% Change during the year

Demat Physical Total % Demat Physical Total %

A. Promoter (1) Indian a. Individual /HUF

2136307 ----- 2136307 48.85 2136307 34716 2171023 49.64 0.79



b. Central Govt. ---- ---- ---- ---- ---- ---- ---- ---- ---- c. State Govt. ---- ---- ---- ---- ---- ---- ---- ---- ---- d. Bodies corporate

---- ---- ---- ---- ---- ---- ---- ---- ----

e. Banks/FI ---- ---- ---- ---- ---- ---- ---- ---- ----f. Any other (Specify)

---- ---- ---- ---- ---- ---- ---- ---- ----

(i) Directors relative

---- ---- ---- ---- ---- ---- ---- ---- ----

(ii) Group Companies

---- ---- ---- ---- ---- ---- ---- ---- ----

Sub-Total A(1) 2136307 ----- 2136307 48.85% 2136307 34716 2171023 49.64% 0.79

(2) Foreign

a. NRI Individuals

---- ---- ---- ---- ---- ---- ---- ---- ----

b. Other Individuals

---- ---- ---- ---- ---- ---- ---- ---- ----

c. Bodies Corporate

---- ---- ---- ---- ---- ---- ---- ---- ----

d. Banks/FI

---- ---- ---- ---- ---- ---- ---- ---- ----

e. Any Other... ---- ---- ---- ---- ---- ---- ---- ---- ----

Sub-Total A(2) ---- ---- ---- ---- ---- ---- ---- ---- ----

Total Share holding of promoters A=A(1)+A(2)

2136307 ---- 2136307 48.85% 2136307 34716 2171023 49.64% 0.79

B. Public Shareholding

(1) Institutions

a. Mutual Fund / UTI

50000 ---- 50000 1.14% 50000 ---- 50000 1.14% ----

b. Banks / FI 15000

---- 15000 0.34% 15000 ---- 15000 0.34% ----

c. Central Govt. ---- ---- ---- ---- ---- ---- ---- ---- ----

d. State Govt.

---- ---- ---- ---- ---- ---- ---- ---- ----

e. Venture Cap fund

---- ---- ---- ---- ---- ---- ---- ---- ----

f. Insurance Companies

---- ---- ---- ---- ---- ---- ---- ---- ----

g. FIIs ---- ---- ----- ---- ----- ---- ---- ----- ----

h. Foreign Venture Cap Funds

---- ---- ---- ---- ---- ---- ---- ---- ----



i. Others (Specify)

---- ---- ---- ---- ---- ---- ---- ---- ----

Sub-Total B(1) 65000 ---- 65000 1.49% 65000 ---- 65000 1.49%

(2) Non Institutions

---- ---- ---- ---- ---- ---- ---- ----

a) Bodies Corporate

611957 10000 621957 14.22% 613619 10000 623619 14.26% 0.04

Indian ---- ---- ---- ---- ---- ---- ----

Overseas ---- ---- ---- ---- ---- ---- ---- ----

b) Individuals ---- ---- ---- ---- ---- ---- ---- ----

Individual shareholders holding nominal share capital up to Rs. 1 lakhs

470123 124346 594469 13.59% 492601 89630 582231 13.31% (0.28)

Individual shareholders holding nominal share capital in excess of Rs. 1 lakhs

925008 19190 944198 21.59% 900008 19190 919198 21.02% (0.57)

c) Others

---- ---- ---- ---- ---- ---- ---- ----

(Clearing Members)

339 ---- 339 0.01

499 ---- 499 0.01

Hindu Undivided Families

0 4970 4970

0.11 0 4970 4970

0.11

NRI 6020 0 6020

0.14

6720 0 6720 0.15

0.01

Sub-total B(2) 2013447 158506 2171953 49.66

2013447 123790 2137237 48.87

Total public shareholding B=B(1)+B(2)

2078447 158506 2236953 51.15 2078447 123790 2202237 50.36

C. Shares held by custodian for GDRs & ADRs

---- ---- ---- ---- ---- ---- ---- ---- ----

Grand Total A+B+C

4214754 158506 4373260 100.00 4214754 158506 4373260 100.00 ----



ii) Shareholding of Promoters

Sl. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year % change in Share Holding during the year

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total Shares

No. of Shares


% of Shares Pledged / encumbered to total Shares

1 KRISHNA KUMAR MENON

1154175 26.39 1154175 1354175 30.96 1154175 4.57

2 NITIN SADASHIV PARANJPE

609466 13.94 ----- 609466 13.94 ----- -----

3 BALKRISHNA KAMALAKAR TENDULKAR

301200 6.89 ----- 101200 2.31 ----- (4.57)

4 CHITRALEKHA MENON

71466 1.63 71466 71466 1.63 71466 -----

5 B K JHUNJHUNWALA

----- ----- ----- 8515 0.19 ----- -----

6 ASHA JHUNNWALA

----- ----- ----- 8435 0.19 ----- -----

7 VIKAS JHUNJHUNWALA

----- ----- ----- 8390 0.19 ----- -----

8 ANJALI JHUNJHUNWALA

----- ----- ----- 7300 0.17 ----- -----

9 BAKHLE DHANANJAY SADASHIV

----- ----- ----- 1200 0.03 ----- -----

10 NANDLAL BHIMRAJKA

----- ----- ----- 876 0.02 ----- -----

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.


Cumulative shareholding during the year

No. of Shares % of total shares of the Company

No. of Shares % of total shares of the Company

At the beginning of the year 1 KRISHNA KUMAR MENON 1154175 26.39 1154175 26.39 2 NITIN SADASHIV PARANJPE 609466 13.94 1763641 40.33 3 BALKRISHNA KAMALAKAR

TENDULKAR 301200 6.89 2064841 47.22

4 CHITRALEKHA MENON 71466 1.63 2136307 48.85 Date wise Increase / Decrease in

Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

1 KRISHNA KUMAR MENON 200000 4.57 2 NITIN SADASHIV PARANJPE NIL NIL 3 BALKRISHNA KAMALAKAR

TENDULKAR (200000) 4.57

4 CHITRALEKHA MENON NIL NIL At the end of the year



1 KRISHNA KUMAR MENON 1354175 30.96 1354175 30.96 2 NITIN SADASHIV PARANJPE 609466 13.94 1963641 44.90 3 BALKRISHNA KAMALAKAR

TENDULKAR 101200 2.31 2064841 47.21

4 CHITRALEKHA MENON 71466 1.63 2136307 48.855 B K JHUNJHUNWALA 8515 0.19 2144822 49.046 ASHA JHUNNWALA 8435 0.19 2153257 49.23 7 VIKAS JHUNJHUNWALA 8390 0.19 2161647 49.42 8 ANJALI JHUNJHUNWALA 7300 0.17 2168947 49.59 9 BAKHLE DHANANJAY

SADASHIV 1200 0.03 2170147 49.62

10 NANDLAL BHIMRAJKA 876 0.02 2171023 49.64

iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No.


Cumulative Shareholding during the year

For each of the Top 10 Shareholders

No. of Shares % of total Shares of the Company


At the beginning of the year 1 AMIT JASANI FINANCIAL SERVICES

PVT LTD 238726 5.46 238726 5.46

2 PREMLATA RAMESH SAROGI 105000 2.40 343726 7.86 3 EVERMORE STOCK BROKERS

PRIVATE LIMITED 80000 1.83 423726 9.69

4 UMESH PURUSHOTTAM CHAMDIA 77976 1.78 501702 11.47 5 SUNGLOW FININVEST PVT LTD 75000 1.71 576702 13.18 6 GAYATRI AGARWAL 68903 1.58 645605 14.76 7 SAROJ JUGAL MAHESHWARI 53271 1.22 698876 15.98 8 BIRLA SUNLIFE TRUSTEE

COMPANY PVT LTD A/C BIRLA SUNLIFE EQUITY FUND

50000 1.14 748876 17.12

9 JUGAL KISHORE MAHESHWARI 48870 1.12 797746 18.24 10 GOVIND KISHNA LAL AGARWAL 48600 1.11 846346 19.35 Date wise Increase / Decrease in

Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

1 AMIT JASANI FINANCIAL SERVICES PVT LTD

NIL NIL

2 PREMLATA RAMESH SAROGI NIL NIL3 EVERMORE STOCK BROKERS

PRIVATE LIMITED 50850 1.16

4 SUNGLOW FININVEST PVT LTD NIL NIL 5 GAYATRI AGARWAL NIL NIL 6 UMESH PURUSHOTTAM CHAMDIA 20522 0.47 7 SAROJ JUGAL MAHESHWARI NIL NIL 8 BIRLA SUNLIFE TRUSTEE


NIL NIL

9 JUGAL KISHORE MAHESHWARI NIL NIL 10 GOVIND KISHNA LAL AGARWAL NIL NIL



At the end of the year (or on the date of separation, if separated during the year)

1 AMIT JASANI FINANCIAL SERVICES PVT LTD

238726 5.46 238726 5.46

2 EVERMORE STOCK BROKERS PRIVATE LIMITED

130850 2.99 369576 8.45

3 PREMLATA RAMESH SAROGI 105000 2.40 474576 10.854 UMESH PURUSHOTTAM CHAMDIA 98498 2.25 573074 13.105 SUNGLOW FININVEST PVT LTD 75000 1.71 648074 14.81 6 GAYATRI AGARWAL 68903 1.58 716977 16.39 7 SAROJ JUGAL MAHESHWARI 53271 1.22 770248 17.61 8 BIRLA SUNLIFE TRUSTEE


50000 1.14 820248 18.75

9 JUGAL KISHORE MAHESHWARI 48870 1.12 869118 19.87 10 GOVIND KISHNA LAL AGARWAL 48600 1.11 917718 20.98

v) Shareholding of Directors and Key Managerial Personnel

Sl. No.


Cumulative Shareholding during the year

For each of the Directors and KMP No. of Shares



At the beginning of the year 1 KRISHNA KUMAR MENON 1154175 26.39 1154175 26.39 2 CHITRALEKHA MENON 71466 1.63 1225641 28.02 3 RAJIV K NAIR 19190 0.44 1244831 28.46 Date wise Increase / Decrease in

Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)

1 KRISHNA KUMAR MENON 200000 4.57 2 CHITRALEKHA MENON NIL NIL 3 RAJIV K NAIR NIL NIL At the end of the year 1 KRISHNA KUMAR MENON 1354175 30.96 1354175 30.96 2 CHITRALEKHA MENON 71466 1.63 1425641 32.59 3 RAJIV K NAIR 19190 0.44 1444831 33.03

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding Deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

300069947 0 0

210353189 0 0

0 0 0

510423136 0 0

Total (i+ii+iii) 300069947 210353189 0 510423136 Change in Indebtedness during the financial year

• Additions

0

24790869

0

24790869



• Reduction (1252881) 0 0 (1252881) Net Change (1252881) 24790869 0 23537988 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

298817066 0 0

235144058 0 0

0 0 0

533961124 0 0

Total (i+ii+iii) 298817066 235144058 0 533961124

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and / or Manager

Sl. No.

Particulars of Remuneration Name of MD / WTD / Manager Total Amount

- - 1 Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961 (b) Value of perquisites u/s 17(2) of Income-Tax Act, 1961 (c) Profits in lieu of Salary under Section 17(3) of Income-Tax Act, 1961

--- --- ---

--- --- ---

--- --- ---

--- --- ---

--- --- ---

2 Stock Option --- --- --- --- --- 3 Sweat Equity --- --- 4 Commission

- As % of profit - Others, specify…

5 Others, please specify --- --- --- --- --- Total (A) --- --- --- --- --- Ceiling as per the Act

B. Remuneration to Other Directors

Sl. No.

Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors

• Fee for attending Board / Committee Meetings

• Commission • Others, please specify

---

---

---

---

---

Total (1)

--- ---

---

---

---

2. Other Non-Executive Directors

• Fee for attending Board / Committee Meetings

• Commission



• Others, please specify

Total (2)

---

---

---

---

---

Total (B)=(1+2)

---

---

---

---

---

Total Managerial Remuneration --- --- --- --- --- Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary

CFO Total

1 Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income-Tax Act, 1961 (b) Value of perquisites u/s 17(2) of Income-Tax Act, 1961 (c) Profits in lieu of Salary under Section 17(3) of Income-Tax Act, 1961

---

---

---

---

2 Stock Option --- --- --- --- 3 Sweat Equity --- --- --- --- 4 Commission

- As % of profit - Others, specify…

---

---

---

---

5 Others, please specify --- --- --- --- Total --- --- --- ---

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment / Compounding fees imposed

Authority [RD / NCLT / Court]

Appeal made, if any (give details)

Penalty --- --- --- --- --- Punishment --- --- --- --- --- Compounding --- --- --- --- --- C. Other Officers In Default Penalty --- --- --- --- --- Punishment --- --- --- --- --- Compounding --- --- --- --- ---



Annexure – II Form No. AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,

2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiary

(Information in respect of each subsidiary to be presented with amounts in Rs.)

SD/- KRISHNAKUMAR NANDKUMAR MENON DIN: 00926405 Chairman of the Company (Director) Address: A 1101/1102, APOLLO, HIRANANDANI ESTATE, GODBUNDER ROAD, PATLIPADA, THANE WEST - 400607, Maharashtra, INDIA Place: Mumbai Date : 04/12/2015

Sr. No. Particulars Details 1. Name of the subsidiary Maestros Equipment

Services Pvt. Ltd 2. Reporting period for the subsidiary concerned, if

different from the holding company’s reporting period

N.A.

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

N.A.

4. Share capital 100,000 5. Reserves & surplus (11,562,181) 6. Total Assets 765,560 7. Total Liabilities 765,560 8. Investments 0 9. Turnover 0 10. Profit before taxation (18,762) 11. Provision for taxation 0 12. Profit after taxation (18,862) 13. Proposed Dividend 0 14. % of shareholding 100%



Annexure – III Explanation / Comments of the Board on Qualification / Reservation / Adverse Remark /

Disclaimer made by Auditor Sr. No.

Qualification / Reservation / Adverse Remark / Disclaimer by Auditor

Explanation / Comment of the Board

1 Basis of Disclaimer of Opinion Information and explanation with respect to share capital, trade payables, trade receivables and inventory was not provided by the company. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded inventories and accounts receivable in the Balance Sheet, and the corresponding elements making up the Statement of Profit and Loss and Cash Flow Statement.

Since the balances are carried forward from several years, the Management is finding difficult to for the confirmation.

2 As described in the Basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit

Since the balances are carried forward from several years, the Management is finding difficult to for the confirmation

3 Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

Books are maintained as per our records and satisfaction.

4 Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

The closing balances are as per books of accounts maintained.

5 Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

The closing balances are as per books of accounts maintained.

6 Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its standalone financial

Due to financial crunch litigations are still pending.



statements;

7 Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

Where ever required necessary provisions are made as per books of accounts

8 In our opinion and according to the information and explanations given to us there are no adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory, sale of goods and services, Trade Payable and Trade Receivable. During the course of our audit, other than aforesaid we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

To our satisfaction necessary measures for internal controls are taken.

9 The Company is generally not regular in depositing with appropriate authorities undisputed statutory dues including like income tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable

1. Sales Tax – Rs. 82,16,368/- 2. TDS – Rs. 25,36,180/- 3. Cess – Rs. 48,13,938/- 4. PF, ESIC, PT – Rs. 46,58,252/- 5. Property Tax – Rs. 9,59,837/-

According to the information and explanation given to us, above mentioned undisputed amount payable in respect of like income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March,2015 for a period of more than six months from the date they became payable.

Due to the financial problems major statutory dues are pending. As soon as the fund position of the Company improves, we are committed to pay off the dues.

10 The Company has defaulted in repayment of dues to Financial Institution, Bank.

Due to the shortage of funds some of the payments to the financial institutions are not paid. However, the company is committed to pay its debt.



Independent Auditor’s Report

To the Members of, MAESTROS MEDILINE SYSTEMS LIMITED Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of MAESTROS MEDILINE SYSTEMS LIMITED (“the Company”), which comprise the standalone Balance Sheet as at March 31, 2015, and the standalone Statement of Profit and Loss and the standalone Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Board of Directors is responsible for the matters stated in section 134(5) of the companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principal generally accepted specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities , selection and application of appropriate accounting policies , making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of internal financial controls , that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the Purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the standalone financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Basis of Disclaimer of Opinion All Information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit not been provided by the company regarding following matter

1. Share Capital 2. Trade Payables 3. Trade Receivables 4. Inventory

As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded inventories and accounts receivable in the Balance Sheet, and the corresponding elements making up the Statement of Profit and Loss and Cash Flow Statement.



OTHER MATTERS Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, we report that: a) As described in the Basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;; b) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements comply with the Accounting Standards under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act. f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

I. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements;

II. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts

III. There are no amounts required to be transferred to the Investor Education and Protection Fund by the company.

For RAR & Associates, Chartered Accountants, FRN : 100431W Harish Laddha Partner M.No. 43429 Place: Mumbai Date:04/12/2015



ANNEXURE TO INDEPENDENT AUDITORS’ REPORT Referred to in Paragraph 1 under the heading of “Report on other Legal and Regulatory Requirements” of our report of even date On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

i. a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets. b) We have been informed that the fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

ii. a) As explained to us, inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of Inventories referred to in ii(a) above followed by the management, are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as compared to book records.

iii. a) According to the information and explanations given to us and on the basis of examination of the books of account by us, the company has not granted loan to parties covered in the Register maintained under section 189 of the Companies Act, 2013. b) The Company has not granted any loan, accordingly, the clause (iii) (b) of the order is not applicable to the company for the year.

iv. In our opinion and according to the information and explanations given to us there are no adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory, sale of goods and services, Trade Payable and Trade Receivable. During the course of our audit, other than aforesaid we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any Deposits from any party, therefore provisions of Companies Act Sec 73 to 76 and rules made there under and permission of Reserve Bank of India, the question does not arise.

vi. The maintenance of cost records is not prescribed for the company by the central government under sub-section (1) of sec 148 of the Companies Act, 2013. Therefore the company has not maintained any cost records during the year.

a) According to the information and explanation given to us the Company is generally not r regular in depositing with appropriate authorities undisputed statutory dues including like income tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable

Sr. No. Particular Amount 1 Sales Tax 82,16,368 2 TDS 25,63,180 3 Cess 48,13,938 4 PF,ESIC,PT 46,58,252 5 Property Tax 9,59,837

b) According to the information and explanation given to us, above mentioned undisputed amount payable in respect of like income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March,2015 for a period of more than six months from the date they became payable.



c) The amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under has been transferred to such fund within time.

vii. The Company accumulated losses at the end of financial year were more than its networth. The company has incurred cash losses during the financial year and in the preceding financial years.

viii. The Company has defaulted in repayment of dues to a financial institution, bank. ix. According to the information given to us, the company has not given any guarantee for others for loans

taken by them from banks and financial institutions. x. The term loans were applied for the purpose for which the loan were obtained.

xi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For RAR & Associates, Chartered Accountants, FRN : 100431W Sd/- Anil Goyal Partner M.No. 43429 Place: Mumbai Date: 04/12/2015



BALANCE SHEET AS AT 31ST MARCH, 2015 Particulars Notes As at 31st March,

2015 Rs. As at 31st March, 2014 Rs.

EQUITY AND LIABILITIES Shareholders' Funds Share Capital 1 43,732,600 43,732,600 Reserves and Surplus 2 (403,010,157) (172,331,539) (359,277,557) (128,598,939) Non- Current Liabilities Long-Term Borrowings 3 298,817,066 300,069,947 Other Long Term Liabilities 4 16,051,950 7,498,186 Long-Term Provisions 5 - 5,785,260 314,869,016 313,353,393 Current Liabilities Short-Term Borrowings 6 235,144,058 210,353,189 Trade Payables 7 15,121,567 89,081,212 Other Current Liabilities 8 21,302,617 92,717,187 Short-Term Provisions 9 1,397,031 1,397,031 272,965,273 393,548,619

TOTAL 228,556,732 578,303,073

ASSETS Non-Current Assets Fixed Assets (Net) 10 Tangible Assets 118,813,254 134,486,310 Intangible Assets 33,625 23,309 Capital work in progress - - Non-Current Investments 11 137,250 137,250 Long-Term Loans and Advances 12 24,953,649 4,840,739 Other non-current assets 13 - 13,548,776 143,937,778 153,036,384 Current Assets Inventories 14 5,655,730 23,882,496 Trade Receivables 15 25,609,435 250,005,675 Cash and Bank Balances 16 5,157,284 12,694,217 Short-Term Loans and Advances 17 48,093,368 138,526,565 Other Current Assets 18 103,137 157,736 84,618,954 425,266,689

TOTAL 228,556,732 578,303,073

Summary of Significant Accounting Policies & Notes to the accounts form integral part of financial statements

26

As per our attached Report of even date For and on behalf of RAR & Associates For and on behalf of Board Directors Chartered Accountants Firm Registration Number : 100431W

Sd/- Sd/- Anil Goyal Dr. K. K. Menon Mr Rajiv Nair Partner Managing Director Director Membership No. 43429 DIN: 00926405 DIN : 03060687

Place : Mumbai Date: 4th December, 2015



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars Notes For the year ended

31st March, 2015 Rs.

For the Year Ended 31st March, 2014 Rs.

1 Revenue Revenue from Operations (Net) 19 42,263,621 70,234,437 Other Income 20 448,025 7,206 Total 42,711,646 70,241,643 2 Expenses Cost of Material Purchased 21 33,590,590 32,293,758 Changes in inventories of finished goods, work in

progress and raw materials 22 18,226,766 97,448,763

Employee Benefits Expense 23 16,408,051 31,228,354 Finance Costs (Net) 24 156,110 3,329,205 Depreciation and Amortization Expense 10 7,854,376 9,956,221 Other Expenses 25 189,328,508 42,560,248 Total 265,564,400 216,816,548 3 Profit / (Loss) before exceptional and

extraordinary items and tax (1-2) (222,852,754) (146,574,906)

Exception and Extraordinary items - - 4 Profit / (Loss) before tax (222,852,754) (146,574,906) 5 Tax expense: - (a) Current tax expense for current year - - (b) Current tax expense relating to prior years - - (c) Deferred tax - - - - 6 Profit / (Loss) from continuing operations after tax

(4- 5) and carried to balance-sheet (222,852,754) (146,574,906)

Earnings per Equity Share (in Rs.) : (Face value of Rs 10/- per Equity Share) Basic and Diluted (50.96) (33.52) Summary of Significant Accounting Policies & Notes

to the accounts form integral part of financial statements

26

As per our attached Report of even date For and on behalf of RAR & Associates For and on behalf of Board of Directors Chartered Accountants Firm Registration Number: 100431W Sd/- Sd/- Dr. K.K Menon Mr Rajiv Nair Anil Goyal Managing Director Director Partner DIN: 00926405 DIN : 03060687 Membership No. 43429 Place : Mumbai Date : 4th December, 2015



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

For the year ended


For the year ended 31st March, 2014 Rs.

Profit before tax (222,852,754) (146,574,905) Adjustments for: Depreciation and Amortization Expense 7,854,376 9,956,221 Interest Income (345,649) - Sundry Balances no longer required written off (net) - 17,118,740 Provision for Baddebts 183,716,556 - Loss on Sale of Fixed Assets - 7,174,575 Financial Charges 156,109 3,329,205 Operating profit before working capital changes (31,471,362) (108,996,165) (Increase) / Decrease in Inventories 18,226,766 97,448,763 (Increase) / Decrease in Trade Receivables 40,679,684 (52,125,518) (Increase) / Decrease in Short-term Loans and Advances and Other Assets

90,487,797 80,259,892

Increase / (Decrease) in Trade Payables , Other Liabilities and Provisions

(120,583,346) (11,698,421)

Net cash from / (used in) Operating activities (A) (2,660,461) 4,888,551 Cash flow from Investing activities Capital Expenditure - (537,794) Purchase of Fixed Assets (17,500)

- Long-Term Advances (6,564,134) 52,274 Long term Liability & Provision 2,768,504 - Investment in Fixed Deposit - 4,718,825 Net cash used in Investing activities (B) (3,813,130) 4,233,305 Cash flow from Financing activities Proceeds from Borrowings (net) - (2,599,282) Repayment of borrowings (1,408,990) - Net cash from Financing activities (C) (1,408,990) (2,599,282) Net increase /(Decrease) in cash and cash equivalents (A + B + C)

(7,882,581) 6,522,573

Add: Cash and cash equivalents at the beginning of the year 8,408,384 1,885,811 Add: Cash and cash equivalents taken over as per the scheme of demerger

- -

Cash and cash equivalents at the end of the year 525,803 8,408,384




For the year ended

31st March, 2015 Rs. For the year ended


Cash and Bank Balances 5,157,284 12,694,216

Less : Deposits more than 3 months - -

Less : Margin Money Balances 4,619,286 4,273,636

Less : Earmarked Balances with Bank 12,195 12,195

Cash and Cash Equivalents as at the end of the year 525,803 8,408,385

-

Note:

Previous year's figures have been regrouped / rearranged wherever necessary to conform to current year's classification.

As per our attached Report of even date For and on behalf of the Board of Directors

For and on behalf of RAR & Associates

Chartered Accountants

Firm Registration Number : 100431W

Sd/- Sd/-

Anil Goyal Dr. K. K. Menon Mr. Rajiv Nair

Partner Managing Director Director

Membership No. 43429 Din:00926405 Din:03060687

Place : Mumbai

Date : 4th December , 2015



NOTES ANNEXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2015

Particulars As at 31st March, 2015 Rs.

As at 31st March, 2014 Rs.

1 Share Capital (a) Authorised

55,00,000 Equity Shares of Rs. 10 each 55,000,000 55,000,000 43,73,260 Equity Shares of Rs 10 each 43,732,600 43,732,600

Total 43,732,600 43,732,600

(c) Reconciliation of number of Shares and Amount Number of Shares Amt. (Rs.)

Number of Shares Amt. (Rs.)

As per last financial statement 4,373,260 43,732,600 4,373,260 43,732,600 Add : Changes during the year - - - - Less : Shares bought back during the year - - - - Balance as at the year end 4,373,260 43,732,600 4,373,260 43,732,600

(d) Shareholders holding more than 5% Number of shares % of Holding

Number of shares % of Holding

i) Dr. K K Menon 1,154,175 26.39 1,154,175 26.39 ii) Dr. Nitin S. Paranjpe 609,466 13.94 609,466 13.94 iii) Balkrishna K. Tendulkar 301,200 6.89 301,200 6.89 iv) Mavi Investment Fund Limited 238,726 5.46 238,726 5.46 v) Amit Jasani Financial Service Pvt. Ltd. 238,726 5.46 - -

(e) Rights and preferences attached to Equity Shares

The Company has only one class of equity shares having a par value of `10 per share. Each holder of the equity shares is entitle to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company the holders of Equity shares are entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.




Particulars As at


As at 31st March,

2014 Rs.

2 Reserves and Surplus a Capital Reserves Balance as per last financial Statement 4,494,600 4,494,600 b Capital Redemption Reserve Balance as per last financial Statement 1,766,800 1,766,800 c Securities Premium Reserve Balance as per last financial Statement 46,162,600 46,162,600 d General Reserve Balance as per last financial statement 5,000,000 5,000,000 e Value of Assets beyond their useful lives as on April 01,2014 written off (7,825,864) - f Surplus/(Deficit) in the Statement of Profit and Loss As per last Financial Statement (229,755,539) (83,180,634) Less : Appropriated as per Scheme of Arrangement - - Add: Profit as per the annexed Statement of Profit and Loss (222,852,754) (146,574,905) Total (a + b + c + d+e) (403,010,157) (172,331,539) 3 Long-term Borrowings Secured Loans : i) Term Loan from Bank 127,681,106 127,681,106 127,681,106 127,681,106 Rs. 3.75 [P.Y. Rs. 3.75] Crore secured by way of, exclusive mortgage/charge of certain immovable properties

situated at, village Mahape, Navi Mumbai, Maharashtra ; exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi Mumbai, Maharashtra and further secured by pledge of promoters shares and personal guarantee. The Loan carries interest rate of 14% p.a.

Rs. 1.61 [P.Y. Rs. 1.61] Crore secured by way of, exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi Mumbai-Maharashtra; lien over term deposit receipt in the name of Company; further secured by equitable mortgage/charge of certain immovable properties situated at, village Mahape-Navi Mumbai, at Mumbai, Maharashtra and Bangalore-Karnataka and personal guarantee of promoters. The term loan carries interest rate of 17.15% p.a. payable in monthly installments up to April, 2015.

Rs. 7.40 [P.Y. Rs. 7.40] Crore secured by way of, exclusive hypothecation charge on entire current assets (Present & Fixed ) of the Company . The term loan carries interest rate of 11.35% p.a. payable in monthly installments up to September, 2018.

ii) Cash Credit Facility Public Sector Bank 163,713,173 164,966,054 163,713,173 164,966,054 The aggregate limits of working capital borrowings of Rs.13.75 Crore from State Bank Of India together with

all interest, liquidated damages, costs, charges, and other monies payabale under working capital sanction letter are secured by:

a Hypothecation of Rawmaterials, Sotck in Progress, Finish Goods and Receivables; and b secured by way of, exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi

Mumbai-Maharashtra; lien over term deposit receipt in the name of Company; further secured by equitable mortgage/charge of certain immovable properties situated at, village Mahape-Navi Mumbai, at Mumbai, Maharashtra and Bangalore-Karnataka and personal guarantee of promoters.




Particulars As at



iii Other Loans (Hire Purchase for Vehicles) Public Sector Bank 2,447,997 2,447,997 Privat Sector Bank 4,974,790 4,974,790 7,422,787 7,422,787 Rs. 0.49 [P.Y. Rs. .49] Crore secured by way of, exclusive hypothecation charge on certain vehicles.

The term loan carries interest rate of 18% p.a. payable in 35 equated monthly installments [EMI] up to December 2014.

Rs. 0.10 [P.Y. Rs. 0.10] Crore secured by way of, exclusive hypothecation charge on certain vehicles. The term loan carries interest rate of 12.25% p.a. payable in 60 monthly installments up to May 2016.

Rs.0 .15 [P.Y. Rs. 0.15] Crore secured by way of, exclusive hypothecation charge on certain vehicles. The term loan carries interest rate of 11.25% p.a. payable in 60 monthly installments up to November 2016.

Total (i+ii+iii) 298,817,066 300,069,947 4 Other Long-Term Liabilities Deposits taken from : Government Authorities 298,560 298,560 Others 15,753,390 7,199,626 16,051,950 7,498,186 5 Long-Term Provisions Provision for Employee Benefits Gratuity - 5,785,260 - 5,785,260 6 Short-Term Borrowings (unsecured, repayable on demand) Loans and advances from : From Related Party 235,144,058 209,303,189 Others - 1,050,000 235,144,058 210,353,189




Particulars As at

31st March, 2015 Rs. As at

31st March, 2014 Rs

7 Trade Payables Sundry Creditors Other - trade payable 15,121,567 89,081,212 15,121,567 89,081,212 8 Other Current Liabilities Advances received from customers - 48,317,088 Other Payables Duties and Taxes 21,289,342 25,955,928 Employee payables - 16,902,040 Sundry Creditors for Capital Assets - 1,529,936 Unpaid Dividend 12,195 12,195 Others 1,080 - 21,302,617 92,717,187 9 Short - Term Provisions Provision for Income Tax 1,397,031 1,397,031 1,397,031 1,397,031 11 Non - Current Investments Long Term, Trade, unquoted and at Cost A. Investment in Equity instruments Fully paid Equity Shares Subsidiaries Maestros Equipment Services Pvt. Ltd 100,000 100,000 Others (Non-Trade) Shamrao Vithal Co-Op. Bank Ltd. 22,250 22,250 Total 122,250 122,250 B. Investment in Government Securities 6 years National Saving Certificate 15,000 15,000 Total 15,000 15,000 Total (A+B) 137,250 137,250 12 Long-Term Loans and Advances Other Loans & Advances : TDS receivable from Income tax department 24,953,649 4,840,739 24,953,649 4,840,739



NOTES ANNEXED TO AND FORMING PART OF PROVISONAL BALANCESHEET AS AT

31STMARCH, 2015 10. FIXED ASSETS

Particulars Gross Block Depreciation Net Block

As at 1st April, 14

Acquisitions/Additions during the year

Deductions/adjustment during the year

As at 31st March, 15

As at 1st April, 14

For the year



Value of Assets beyond their useful lives as on 1st ApriL,2014 write off



A ] Tangible Assets

Leaehold Land

36,073,188

-

-

36,073,188

1,604,137

358,425

-

1,962,562

-

34,110,626

34,469,051

Factory Buildings

24,887,522

-

-

24,887,522

6,350,017

760,629

-

7,110,646

-

17,776,876

18,537,505

Office Premises

13,669,857

-

-

13,669,857

3,185,854

195,946

-

3,381,800

-

10,288,057

10,484,003

Plant & Machinery

62,467,533

-

-

62,467,533

16,889,729

3,151,860

-

20,041,589

3,002,579

39,423,365

45,577,804

Electrical Installation

6,840,035

-

-

6,840,035

1,821,373

883,855

-

2,705,228

123,258

4,011,549

5,018,662

Furniture & Fixtures

14,429,270

-

-

14,429,270

3,958,354

1,058,868

-

5,017,222

1,563,220

7,848,828

10,470,916

Office Equipment

5,412,808

-

-

5,412,808

2,481,165

330,026

-

2,811,191

1,374,364

1,227,253

2,931,643

Air Conditioner

5,389,913

-

-

5,389,913

2,881,229

224,175

-

3,105,404

1,762,443

522,066

2,508,684

Computers -

-

-

-

- -

-

-

-

-

-

Vehicles 8,476,359

-

-

8,476,359

3,988,316

883,408

-

4,871,724

-

3,604,635

4,488,043

Total 177,646,845

- -

177,646,485 43,160,175 7,847,192 -

51,007,367 7,825,864

118,813,254

134,486,310

B] Intangible Assets

License fees 32,300

17,500

49,800

8,991

7,184

16,175

33,625

23,309

Capital WIP - - - - - - - - - - -

Total 177,678,785 17,500 - 177,696,285 43,169,166 7,854,376 - 51,023,542 118,846,879 134,509,619

Previous Year 250,086,475 537,794 72,945,484 177,678,785 106,158,429 9,956,221 72,945,484 43,169,166 134,509,619 143,928,046




Particulars As at



Rs. 13 Other Non-Current Assets Deposits with : Government Authorities - 493,760 Others - 1,919,016 Inter Corporate Deposits - 11,136,000 - 13,548,776 14 Inventories (At lower of cost and net realizable value) Raw Materials 5,655,730 13,372,588 Work In Process - 8,358,033 Finished Goods - 2,151,875 5,655,730 23,882,496 15 Trade Receivables (Unsecured, considered good ) Outstanding for a period exceeding six months from the

date they are due for payment

Considered Doubtful 182,271,076 171,462,337 Less: Provision for doubtful debts 180,135,736 - Sub total 2,135,340 171,462,337 Other receivables - Considered Good 23,474,095 78,543,338 Less: Provision for doubtful debts - - Sub total 23,474,095 78,543,338 Total Trade Receivables 25,609,435 250,005,675 16 Cash and Bank balances Cash and Cash Equivalents Cash on hand 390,501 1,785,937 Balances with Banks 135,304 6,622,448 Other Bank Balances Earmarked balance with bank - unpaid dividend 12,195 12,195 Margin Money 4,619,285 4,273,636 Total (a+b) 5,157,284 12,694,217 17 Short-Term Loans and Advances (Unsecured, considered good) Loans and advances given to body corporate 6,136,000 19,753,262 Advances given to Suppliers - 79,233,974 Employees 141,732 164,643 Others 34,933,127 34,155,759 Service Tax & Excise Duty receivables - 1,047,384 Deposits 6,882,509 4,171,544 48,093,368 138,526,565 18 Other Current Assets Pre-Paid Expenses 103,137 157,736 103,137 157,736



NOTES ANNEXED TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars For the year ended

31st March, 2015 Rs. For the year ended 31st

March, 2014 Rs.

19 Revenue from Operations Sales of Products 42,596,912 71,547,662 Less : Excise Duty 333,291 1,313,225 42,263,621 70,234,437 Sales of Services - - Income from letting out Immovable properties - - Net Revenue from operations 42,263,621 70,234,437 20 Other Income Foreign Exchance Gain (Net) - - Miscellaneous Income 448,025 7,206 448,025 7,206 21 Cost of Material Purchased Imported - 10,175,604 Indigenous 33,590,590 22,118,154 33,590,590 32,293,758 22 Changes in inventories Closing Inventories Raw Material 5,655,730 13,372,588 WIP - 8,358,033 Finished Goods - 2,151,875 5,655,730 23,882,496 Less : Opening Inventories Raw Material 13,372,588 46,877,214 WIP 8,358,033 36,818,245 Finished Goods 2,151,875 37,635,800 23,882,496 121,331,259 18,226,766 97,448,763



NOTES ANNEXED TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars For the year ended


For the year ended 31st March, 2014 Rs.

23 Employee Benefits Salary and Wages 15,546,641 29,564,573 Contribution to Provident and Other Funds 712,092 1,152,276 Staff Welfare 149,317 511,505 16,408,050 31,228,354 24 Finance Costs Interest Expenses on borrowings 156,109 5,068,399 Others - - Less : Interest Income on FDR with the Banks - 1,739,194 156,109 3,329,205 25 Other Expenses Legal and Professional 869,540 1,533,762 Security Charges 176,580 249,967 Travelling and Conveyance 415,032 1,423,166 Payments to the Auditors as : Statutory Audit 220,000 220,000 Tax Audit 80,000 80,000 Rates and Taxes 289,358 627,323 Insurance 53,193 220,791 Electricity, Powe, Fuel and Water 855,444 1,725,144 Repairs and Maintenance Building 3,560 166,648 Machinery 101,010 75,000 Others 145,010 1,257,151 Postage / Telephone / Internet 314,579 1,545,225 Printing and Stationery 45,754 162,141 Rent 26,400 402,352 Loss on Died Capital Investment - 7,174,575 Advertising / Exhibition / Business Promotion 9,127 470,860 Freight Charges 148,912 1,317,879 Cess/Octroi Charges - 16,380 Bank Charges 160,420 386,890 Foreign Exchance Gain (Loss) - 5,379,844 Sundry Balances no longer required written off (Net) - 17,118,740 Provision for Doubtful Debts 183,716,556 - Miscellaneous Expenses 1,698,034 1,006,411 189,328,508 42,560,248



26. ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2015 SIGNIFICANT ACCOUNTING POLICIES:

(a) Corporate Information Brief Business Activity: Manufacturer and trader of Electronical Instruments

(b) Basis of Preparation of Financial Statements

The financial statements have been prepared to comply in all material respects with the accounting standards notified by Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 2013 ("the Act"). The financial statements have been prepared under the historical cost convention on an accrual basis in accordance with accounting principles generally accepted in India. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

(c) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

(d) Revenue recognition

All incomes and expenditure are recognized as per ‘Accounting Standard- 9’ accounted on accrual basis except where stated otherwise.

(e) Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(f) Foreign Currency Transactions

(i) Transaction denominated in foreign currencies are recorded at the exchange rate prevailing at the time of transaction.

(ii) Any gain or losses on account of exchange difference either on settlement or on transaction is recognized in the Profit & Loss Account

(g) Fixed Assets

(i) Tangible fixed assets Tangible fixed assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition price. Borrowing costs directly attributable to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase be put to use.

(ii) Intangible fixed assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a basis which is estimated to be the useful life of the asset.



(h) Depreciation Depreciation has been provided on WDV method at the rates and in the manner prescribed in Schedule II of the Companies Act, 2013 on pro-rata basis from the date assets have been put to use

. (i) Impairment of assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in accordance with Accounting Standard-28 “Impairment of Assets”, for the amount by which the asset’s carrying amount exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset’s fair value less costs to sell vis-à-vis value in at the lowest levels for which there are separately identifiable cash flows.

(j) Investments

Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such decline is of a permanent nature. Current investments are carried individually, at the lower of cost and fair value. Costs of investments include acquisition charges such as brokerage, fees and duties.

(k) Inventories

Inventories are valued at cost or net realizable value whichever is lower.

(l) Taxation Deferred tax for the year is recognized on timing difference, being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future, however when there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets.

(l) Retirement Benefits

Liabilities in respect of bonus, gratuity, retirement benefit & leave encashment is not accounted for on Accrual basis.

(m) Earnings per share

The earnings considered in ascertaining the company’s EPS comprise of the net profit after tax as per Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

(n) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(o) Prior Year Comparatives Figures for the previous year have been regrouped and rearrange wherever necessary.



NOTES TO ACCOUNTS:

27. Balances of Loans and Advances, Secured Loans, Trade Payables & Others are subject to confirmation and reconciliation and consequential adjustments, if any.

28. In the opinion of the Board & to the best of their knowledge & belief the value of realization of

current assets, loans & advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet & the provisions for all the loans & determined liabilities is adequate and not in excess of the amount.

29. Provision for retirement benefits to employees was provided on accrual basis, which is in conformity

with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Statement of Profit & Loss.

30. According to a technical assessment carried out by the Company, there is no impairment in the

carrying cost of cash generating units of the Company in terms of accounting standards-28 issued by the Institute of Chartered Accountants of India.

31. The Company has not received the required information from suppliers regarding their status under

the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been made.

32. Earnings Per Share (AS-20) :

The Earning per Share computed as per the requirement under Accounting Standard 20 on Earning per Share issued by The Institute of Chartered Accountant of India, is as under

2014-2015

(Rs.) 2013-2014 (Rs.)

Profit Attributable to Equity Share Holders (After Tax) (22,28,52,754) (14,65,74,906) Weighted Average Number of Equity Share (Nos.) 43,73,260 43,73,260 Basic/ Diluted Earnings Per Share (50.96) (33.52) Face Value per Equity Share 10.00 10.00

33. According to a technical assessment carried out by the Company, there is no impairment in the carrying cost of cash generating units of the Company in terms of accounting standards-28 issued by the Institute of Chartered Accountants of India.

34. Related Party Transaction : Related Parties and Nature of Relationship:

Related Party Nature of Relation ship K K Menon Managing Director Rajiv Krishnan Nair Director Chitralekha Menon Additional Director Murlidharan Nair Director Niladri Mondal Director Maestros Equipment Pvt. Ltd. Subsidiary MMS Infrastructure Limited KMP having significant influence



Related Party Transaction

Particulars

Companies in which Directors are substantially interested

Key Management Personnel

Relative of Key Management Personnel

Loan Transactions Net Loan Taken 23,51,44,057 - - Note : Related Parties and transaction as disclosed by the management and relied upon by auditors

35. Leasehold Land includes land taken on lease from Maharastra Industrial Development Corporation

for a period of 95 years.

36. Segment Information for the period ended The Company’s financial reporting is organized into only one major operating divisions therefore segment reporting is no applicable

37. Balances of sundry Creditors, Debtors, Loans and advances, deposits etc. are as per books of

accounts in absence of confirmation and reconciliation thereon.

38. The accumulated losses till 31st March, 2015 ,has exceeded the share capital value including other reserves, thereby the net worth of the company has been completely eroded. However on account of strategic understanding with suppliers/customers the company is on the revival mode. In view of the same the going concern concept hold good.

39. Company has not provided interest on certain bank outstanding which were classified as non-performing assets by banks

MAESTROS MEDILINE SYSTEMS LTD & ITS SUBSIDIARIES


Independent Auditor’s Report

To the Members of, MAESTROS MEDILINE SYSTEMS LIMITED Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of MAESTROS MEDILINE SYSTEMS LIMITED (“the Company”), which comprise the consolidated Balance Sheet as at March 31, 2015, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements The Board of Directors is responsible for the matters stated in section 134(5) of the companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principal generally accepted specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities , selection and application of appropriate accounting policies , making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of internal financial controls , that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the Consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the Purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.



OTHER MATTERS Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164 (2) of the Act. f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

I. There were no pending litigations which would impact the financial position of the company.

II. The Company did not have any long term contracts including derivative contracts on which material foreseeable losses was required under the applicable law or accounting standards

III. There are no amounts required to be transferred to the Investor Education and Protection Fund by the

company. For RAR & Associates, Chartered Accountants, FRN : 100431W Sd/- Harish Laddha Partner M.No. 43429 Place: Mumbai Date: 04/12/2015



BALANCE SHEET AS AT 31ST MARCH, 2015

Particulars Notes As at 31st March, 2015 Rs.


EQUITY AND LIABILITIES Shareholders' Funds Share Capital 1 43,732,600 43,732,600 Reserves and Surplus 2 (414,572,338) (183,874,958) (370,839,738) (140,142,358) Non- Current Liabilities Long-Term Borrowings 3 298,817,066 300,069,947 Deferred Tax Liabilities (Net) 4 4,671 4,671 Other Long Term Liabilities 5 16,051,950 7,498,186 Long-Term Provisions 6 - 5,785,260 314,873,687 313,358,064 Current Liabilities Short-Term Borrowings 7 242,214,447 210,495,069 Trade Payables 8 18,282,161 92,231,806 Other Current Liabilities 9 23,170,202 94,584,772 Short-Term Provisions 10 1,521,533 1,521,533 285,188,343 398,833,180 TOTAL 229,222,292 572,048,886 ASSETS Non-Current Assets Fixed Assets (Net) 11 Tangible Assets 118,842,079 134,519,137 Intangible Assets 33,625 23,309 Capital work in progress - - Non-Current Investments 12 37,250 37,250 Long-Term Loans and Advances 13 25,033,748 4,920,838 Other non-current assets 14 - 13,548,776 143,946,702 153,049,310 Current Assets Inventories 15 5,655,730 23,882,496 Trade Receivables 16 26,062,650 250,458,890 Cash and Bank Balances 17 5,321,225 12,862,917 Short-Term Loans and Advances 18 48,132,848 131,637,537 Other Current Assets 19 103,137 157,736 85,275,590 418,999,576 TOTAL 229,222,292 572,048,886 Summary of Significant Accounting Policies & Notes to the accounts form integral part of financial statements

27

As per our attached Report of even date For and on behalf of RAR & Associates Chartered Accountants Firm Registration Number : 100431W Sd/- Sd/- Dr. K. K. Menon Mr Rajiv Nair Mr Partner Managing Director Director Membership No. 43429 DIN: 00926405 DIN : 03060687 Place : Mumbai Date: 04th December, 2015



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars Notes For the year ended 31st March, 2015 Rs.

For the Year Ended 31st March, 2014 Rs.

1 Revenue Revenue from Operations (Net) 20 42,263,621 70,234,437 Other Income 21 448,025 47,656

Total 42,711,646 70,282,093

2 Expenses Cost of Material Purchased 22 33,590,590 32,293,758 Changes in inventories of finished goods, work in progress and raw materials

23 18,226,766 98,819,868

Employee Benefits Expense 24 16,408,051 31,228,354 Finance Costs (Net) 25 156,109 3,329,205 Depreciation and Amortization Expense 11 7,858,378 9,961,129 Other Expenses 26 189,343,268 42,724,323

Total 265,583,162 218,356,636

3 Profit / (Loss) before exceptional and extraordinary items and tax (1-2)

(222,871,516) (148,074,544)

Exception and Extraordinary items - 8,810,186 4 Profit / (Loss) before tax (222,871,516) (156,884,730)

5 Tax expense: -

(a) Current tax expense for current year - -(b) Current tax expense relating to prior years - -(c) Deferred tax - (813)

- (813)6 Profit / (Loss) from continuing operations after tax (4-

5) and carried to balance-sheet (222,871,516) (156,883,917)

Earnings per Equity Share (in Rs.) : (Face value of Rs 10/- per Equity Share)

Basic and Diluted (50.96) (35.87)Summary of Significant Accounting Policies & Notes to the accounts form integral part of financial statements 26

As per our attached Report of even date For and on behalf of RAR & Associates For and on behalf of Board of Directors Chartered Accountants Firm Registration Number: 100431W Sd/- Sd/-

Dr. K.K Menon Mr. Rajiv Nair Anil Goyal Managing Director Director Partner DIN: 00926405 DIN : 03060687 Membership No. 43429 Place : Mumbai Date : 04th December, 2015



CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH, 2015

PARTICULARS For the year ended 31st March, 2015

Rs.

For the year ended 31st March, 2014

Rs. Profit before tax (222,871,516) (156,883,916) Adjustments for:

Depreciation and Amortization Expense 7,858,378 9,961,129 Interest Income (345,649) - Foreign Currency Translation Reserve (1,345,954) Sundry Balances no longer required written off (net) - 17,118,740 Provision for Baddebts 183,716,556 - Loss on Sale of Fixed Assets - Financial Charges 156,109 3,329,205

Operating profit before working capital changes (31,486,122) (127,820,796)

(Increase) / Decrease in Inventories 18,226,766

98,819,868

(Increase) / Decrease in Trade Receivables 40,679,684 (33,392,379) (Increase) / Decrease in Short-term Loans and Advances and Other Assets

90,487,797 67,539,561

Increase / (Decrease) in Trade Payables , Other Liabilities and Provisions

(120,573,348) (9,663,614)

Net cash from / (used in) Operating activities (A) (2,665,223) (4,517,360)

Cash flow from Investing activities Capital Expenditure - 8,278,453 Purchase of Fixed Assets (17,500) - Long-Term Advances (6,564,134) 1,082,332 Long term Liability & Provision 2,768,504 - Investment in Fixed Deposit - -

Net cash used in Investing activities (B) (3,813,130) 9,360,785

Cash flow from Financing activities Finance Charges Paid (3,329,205) Proceeds from Borrowings (net) - 729,922 Repayment of borrowings (1,408,990) - Net cash from Financing activities (C) (1,408,990) (2,599,283)

Net increase /(Decrease) in cash and cash equivalents (A + B + C)

(7,887,343) 2,244,142

Add: Cash and cash equivalents at the beginning of the year 4,889,129 2,644,987 Add: Cash and cash equivalents taken over as per the scheme of demerger

-

-

Cash and cash equivalents at the end of the year (2,998,214) 4,889,129




PARTICULARS For the year ended 31st March, 2015


Rs. Rs.

Cash and Bank Balances

5,321,225

12,862,917

Less : Deposits more than 3 months -

-

Less : Margin Money Balances 4,619,286

4,273,636

Less : Earmarked Balances with Bank

12,195

12,195

Less : Margin Money & Deposit more than 3 month recovered 3,687,958

3,687,958

Cash and Cash Equivalents as at the end of the year (2,998,214) 4,889,128

-

Note:

Previous year's figures have been regrouped / rearranged wherever necessary to conform to current year's classification.

As per our attached Report of even date For and on behalf of the Board of Directors

For and on behalf of RAR & Associates

Chartered Accountants

Firm Registration Number : 100431W

Sd/- Sd/- Anil Goyal Dr. K. K. Menon Mr. Rajiv Nair Partner Managing Director Director Membership No. 43429

Place : Mumbai

Date : 4th December , 2015




Particulars

As at 31st

March, 2015 Rs.

As at 31st

March, 2014 Rs.

1 Share Capital (a) Authorised

55,00,000 Equity Shares of Rs. 10 each 55,000,000

55,000,000

(b) Issued, Subscribed and Paid up

43,73,260 Equity Shares of Rs 10 each 43,732,600

43,732,600

Total 43,732,600

43,732,600

(c) Reconciliation of number of Shares and Amount



As per last financial statement 4,373,260

43,732,600

4,373,260

43,732,600

Add : Changes during the year

- -

-

-

Less : Shares bought back during the year

-

-

-

-

Balance as at the year end 4,373,260

43,732,600

4,373,260

43,732,600

(d) Shareholders holding more than 5% Number of shares

% of Holding

Number of shares

% of Holding

i) Dr. K K Menon 1,154,175 26.39 1,154,175 26.39 ii) Dr. Nitin S. Paranjpe 609,466 13.94 609,466 13.94 iii) Balkrishna K. Tendulkar 301,200 6.89 301,200 6.89 iv) Mavi Investment Fund Limited 238,726 5.46 238,726 5.46 v) Amit Jasani Financial Service Pvt. Ltd. 238,726 5.46 238,726 5.46

(e) Rights and preferences attached to Equity Shares

The Company has only one class of equity shares having a par value of `10 per share. Each holder of the equity shares is entitle to one vote per share. The Company declares and pays dividend in Indian rupees.

In the event of liquidation of the Company the holders of Equity shares are entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.




Particulars As at


As at 31st March,

2014 Rs. 2 Reserves and Surplus a Capital Reserves

Balance as per last financial Statement 4,494,600 4,494,600 b Capital Redemption Reserve

Balance as per last financial Statement 1,766,800 1,766,800 c Securities Premium Reserve

Balance as per last financial Statement 46,162,600 46,162,600 d General Reserve

Balance as per last financial statement 5,000,000 5,000,000 e Value of Assets beyond their useful lives as on April 01,2014

written off (7,825,864) - f Surplus/(Deficit) in the Statement of Profit and Loss

As per last Financial Statement (241,298,958) (84,415,042) Less : Appropriated as per Scheme of Arrangement - - Add: Profit as per the annexed Statement of Profit and Loss (222,871,516) (156,883,916)

Total (a + b + c + d+e) (414,572,338) (183,874,958)

3 Long-term Borrowings Secured Loans :

i) Term Loan from Bank 127,681,106 127,681,106 127,681,106 127,681,106

Rs. 3.75 [P.Y. Rs. 3.75] Crore secured by way of, exclusive mortgage/charge of certain immovable properties situated at, village Mahape, Navi Mumbai, Maharashtra ; exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi Mumbai, Maharashtra and further secured by pledge of promoters shares and personal guarantee. The Loan carries interest rate of 14% p.a.

Rs. 1.61 [P.Y. Rs. 1.61] Crore secured by way of, exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi Mumbai-Maharashtra; lien over term deposit receipt in the name of Company; further secured by equitable mortgage/charge of certain immovable properties situated at, village Mahape-Navi Mumbai, at Mumbai, Maharashtra and Bangalore-Karnataka and personal guarantee of promoters. The term loan carries interest rate of 17.15% p.a. payable in monthly installments up to April, 2015.

Rs. 7.40 [P.Y. Rs. 7.40] Crore secured by way of, exclusive hypothecation charge on entire current assets (Present & Fixed ) of the Company . The term loan carries interest rate of 11.35% p.a. payable in monthly installments up to September, 2018.

ii) Cash Credit Facility Public Sector Bank 163,713,173 164,966,054 163,713,173 164,966,054

The aggregate limits of working capital borrowings of Rs.13.75 Crore from State Bank Of India together with all interest, liquidated damages, costs, charges, and other monies payabale under working capital sanction letter are secured by:

a Hypothecation of Rawmaterials, Sotck in Progress, Finish Goods and Receivables; and b secured by way of, exclusive hypothecation charge on certain fixed assets situated at village Mahape, Navi

Mumbai-Maharashtra; lien over term deposit receipt in the name of Company; further secured by equitable mortgage/charge of certain immovable properties situated at, village Mahape-Navi Mumbai, at Mumbai, Maharashtra and Bangalore-Karnataka and personal guarantee of promoters.




Particulars As at



Rs. iii Other Loans (Hire Purchase for Vehicles) Public Sector Bank 2,447,997 2,447,997 Privat Sector Bank 4,974,790 4,974,790 7,422,787 7,422,787 Rs. 0.49 [P.Y. Rs. .49] Crore secured by way of, exclusive hypothecation charge on certain vehicles.

The term loan carries interest rate of 18% p.a. payable in 35 equated monthly installments [EMI] up to December 2014.

Rs. 0.10 [P.Y. Rs. 0.10] Crore secured by way of, exclusive hypothecation charge on certain vehicles. The term loan carries interest rate of 12.25% p.a. payable in 60 monthly installments up to May 2016.

Rs.0 .15 [P.Y. Rs. 0.15] Crore secured by way of, exclusive hypothecation charge on certain vehicles. The term loan carries interest rate of 11.25% p.a. payable in 60 monthly installments up to November 2016.

Total (i+ii+iii) 298,817,066 300,069,947

4 Deferred Tax Liabilities (Net) Timing differences on account of : Book and tax depreciation 4,671 4,671 4,671 4,671

5 Other Long-Term Liabilities Deposits taken from :

Government Authorities 298,560 298,560 Others 15,753,390 7,199,626

16,051,950 7,498,186

6 Long-Term Provisions Provision for Employee Benefits Gratuity - 5,785,260 - 5,785,260

7 Short-Term Borrowings (unsecured, repayable on demand) Loans and advances from : From Related Party 235,144,058 209,383,069 Others 7,070,389 1,112,000

242,214,447 210,495,069



NOTES ANNEXED TO AND FORMING PART OF BALANCESHEET AS AT 31 ST MARCH,2015

Particulars As at



Rs. 8 Trade Payables Sundry Creditors Other - trade payable 18,282,161 92,231,806 18,282,161 92,231,806

9 Other Current Liabilities Advances received from customers 553,094 48,870,182 Other Payables

Duties and Taxes 22,603,833 27,270,419 Employee payables - 16,902,040 Sundry Creditors for Capital Assets - 1,529,936 Unpaid Dividend 12,195 12,195 Others 1,080 -

23,170,202 94,584,772 10 Short - Term Provisions

Provision for Income Tax 1,521,533 1,521,533 1,521,533 1,521,533

12 Non - Current Investments Long Term, Trade, unquoted and at Cost

A. Investment in Equity instruments Fully paid Equity Shares

Others (Non-Trade) Shamrao Vithal Co-Op. Bank Ltd. 22,250 22,250

Total 22,250 22,250

B. Investment in Government Securities 6 years National Saving Certificate 15,000 15,000

Total 15,000 15,000

Total (A+B) 37,250 37,250

13 Long-Term Loans and Advances Other Loans & Advances : TDS receivable from Income tax department 25,033,748 4,920,838

25,033,748 4,920,838



NOTES ANNEXED TO AND FORMING PART OF PROVISONAL BALANCESHEET AS AT 31ST MARCH,2015

10. Fixed asset

Particulars Gross Block Depreciation Net Block

As at 1st April, 14

Acquisitions/Additions during the year



As at 1st April, 14

For the year



Value of Assets beyond their useful lives as on 1st ApriL, 2014 write off



A ] Tangible Assets

Leaehold Land

36,073,188

‐

‐

36,073,188

1,604,137

358,425

‐

1,962,562

‐

34,110,626

34,469,051

Factory Buildings

24,887,522

‐

‐

24,887,522

6,350,017

760,629

‐

7,110,646

‐

17,776,876

18,537,505

Office Premises

13,669,857

‐

‐

13,669,857

3,185,854

195,946

‐

3,381,800

‐

10,288,057

10,484,003

Plant & Machinery

62,497,533

‐

‐

62,497,533

16,897,221

3,153,366

‐

20,050,587

3,002,579

39,444,367

45,600,312

Electrical Installation

6,840,035

‐

‐

6,840,035

1,821,373

883,855

‐

2,705,228

123,258

4,011,549

5,018,662

Furniture & Fixtures

14,429,270

‐

‐

14,429,270

3,958,354

1,058,868

‐

5,017,222

1,563,220

7,848,828

10,470,916

Office Equipment

5,412,808

‐

‐

5,412,808

2,481,165

330,026

‐

2,811,191

1,374,364

1,227,253

2,931,643

Air Conditioner

5,389,913

‐

‐

5,389,913

2,881,229

224,175

‐

3,105,404

1,762,443

522,066

2,508,684

Computers 20,318

‐

‐

20,318

9,999

2,496

‐

12,495

‐

7,823

10,319

Vehicles 8,476,359

‐

‐

8,476,359

3,988,316

883,408

‐

4,871,724

‐

3,604,635

4,488,043

Total 177,696,803

‐ ‐

177,696,803 43,177,666 7,851,194 ‐

51,028,860 7,825,864

118,842,079

134,519,137

B] Intangible Assets

License fees 32,300

17,500

49,800

8,991

7,184

16,175

33,625

23,309

Capital WIP ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Total 177,729,103 17,500 ‐ 177,746,603 43,186,657 7,858,378 ‐ 51,045,035 118,875,704 134,542,446

Previous Year 258,953,040 537,794 81,761,731 177,729,103 106,171,012 9,961,129 72,945,484 43,186,657 134,542,446 143,928,046



NOTES ANNEXED TO AND FORMING PART OF BALANCESHEET AS AT 31ST MARCH ,2015

Particulars As at

31st March,2015 Rs.


Rs. 13 Other Non-Current Assets

Deposits with : Government Authorities - 493,760 Others - 1,919,016

Inter Corporate Deposits - 11,136,000 - 13,548,776

14 Inventories (At lower of cost and net realizable value) Raw Materials 5,655,730 13,372,588 Work In Process - 8,358,033 Finished Goods - 2,151,875

5,655,730 23,882,496 15 Trade Receivables

(Unsecured, considered good )

Outstanding for a period exceeding six months from the date they are due for payment Considered Doubtful 182,569,738 171,760,999 Less: Provision for doubtful debts 180,135,736

Sub total 2,434,002 171,760,999 Other receivables - Considered Good 23,628,648 78,697,891 Less: Provision for doubtful debts - -

Sub total 23,628,648 78,697,891 Total Trade Receivables 26,062,650 250,458,890

16 Cash and Bank balances Cash and Cash Equivalents

Cash on hand 541,940 1,937,376 Balances with Banks 147,806 6,639,710

Other Bank Balances Earmarked balance with bank - unpaid dividend 12,195 12,195 Margin Money 4,619,285 4,273,636

Total (a+b) 5,321,225 12,862,917 17 Short-Term Loans and Advances

(Unsecured, considered good) Loans and advances given to body corporate 6,136,000 12,824,753 Advances given to

Suppliers 39,054 79,273,028 Employees 142,158 165,069 Others 34,933,127 34,155,759

Service Tax & Excise Duty receivables - 1,047,384 Deposits 6,882,509 4,171,544

18 Other Current Assets Pre-Paid Expenses 103,137 157,736

103,137 157,736



NOTES ANNEXED TO AND FORING PART OF STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 ST MARCH ,2015

Particulars

For the year ended 31st March,

2015 Rs.

For the year ended 31st

March, 2014 Rs.

19 Revenue from Operations Sales of Products 42,596,912 71,547,662 Less : Excise Duty 333,291 1,313,225

42,263,621 70,234,437 Sales of Services - - Income from letting out Immovable

properties - - Net Revenue from operations 42,263,621 70,234,437

20 Other Income Foreign Exchance Gain (Net) - - Miscellaneous Income 448,025 47,656

448,025 47,656

21 Cost of Material Purchased Imported - 10,175,604 Indigenous 33,590,590 22,118,154

33,590,590 32,293,758

22 Changes in inventories Closing Inventories

Raw Material 5,655,730 13,372,588 WIP - 8,358,033 Finished Goods - 2,151,875

5,655,730 23,882,496 Less :

Opening Inventories Raw Material 13,372,588 46,877,214 WIP 8,358,033 36,818,245 Finished Goods 2,151,875 39,006,905

23,882,496 122,702,364

18,226,766 98,819,868



NOTES ANNNEXED TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSS FOR THE FINANCIAL YEAR ENDED 31ST MARCH,2015

Particulars For the year ended 31st

March, 2015 Rs.


Rs. 23 Employee Benefits

Salary and Wages 15,546,641 29,564,573 Contribution to Provident and Other Funds 712,092 1,152,276 Staff Welfare 149,317 511,505

16,408,051 31,228,354 24 Finance Costs

Interest Expenses on borrowings 156,109 5,068,399 Others ‐ ‐

Less : Interest Income on FDR with the Banks ‐ 1,739,194 156,109 3,329,205

25 Other Expenses Legal and Professional 869,540 1,533,762 Security Charges 176,580 249,967 Travelling and Conveyance 415,032 1,423,166 Payments to the Auditors as :

Statutory Audit 230,000 270,000 Tax Audit 80,000 130,000

Rates and Taxes 289,358 627,323 Insurance 53,193 220,791 Electricity, Powe, Fuel and Water 855,444 1,725,144 Repairs and Maintenance Building 3,560 166,648 Machinery 101,010 75,000 Others 145,010 1,257,151

Postage / Telephone / Internet 314,579 1,545,225 Printing and Stationery 45,754 162,141 Rent 26,400 402,352 Loss on Died Capital Investment ‐ 7,174,575 Advertising / Exhibition / Business Promotion 9,127 470,860 Freight Charges 148,912 1,317,879 Cess/Octroi Charges ‐ 16,380 Bank Charges 165,180 400,450 Foreign Exchance Gain (Loss) ‐ 5,379,844 Sundry Balances no longer required written off (Net) ‐ 17,118,740 Provision for Doubtful Debts 183,716,556 ‐ Miscellaneous Expenses 1,698,034 1,056,926

189,343,268 42,724,323



26. ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH, 2015 SIGNIFICANT ACCOUNTING POLICIES:

(a) Corporate Information Brief Business Activity: Manufacturer and trader of Electronical Instruments

(b) Basis of Preparation of Financial Statements

The financial statements have been prepared to comply in all material respects with the accounting standards notified by Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 2013 ("the Act"). The financial statements have been prepared under the historical cost convention on an accrual basis in accordance with accounting principles generally accepted in India. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

(c) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

(d) Revenue recognition

All incomes and expenditure are recognized as per ‘Accounting Standard- 9’ accounted on accrual basis except where stated otherwise.

(e) Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

(f) Foreign Currency Transactions

(i) Transaction denominated in foreign currencies are recorded at the exchange rate prevailing at the time of transaction.

(ii) Any gain or losses on account of exchange difference either on settlement or on transaction is recognized in the Profit & Loss Account

(g) Fixed Assets

(i) Tangible fixed assets

Tangible fixed assets are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition price. Borrowing costs directly attributable to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase be put to use.

(ii) Intangible fixed assets



Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a basis which is estimated to be the useful life of the asset.

(h) Depreciation Depreciation has been provided on WDV method at the rates and in the manner prescribed in Schedule II of the Companies Act, 2013 on pro-rata basis from the date assets have been put to use.

(i) Impairment of assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in accordance with Accounting Standard-28 “Impairment of Assets”, for the amount by which the asset’s carrying amount exceeds its recoverable amount as on the carrying date. The recoverable amount is higher of the asset’s fair value less costs to sell vis-à-vis value in at the lowest levels for which there are separately identifiable cash flows.

(j) Investments Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such decline is of a permanent nature. Current investments are carried individually, at the lower of cost and fair value. Costs of investments include acquisition charges such as brokerage, fees and duties.

(k) Inventories

Inventories are valued at cost or net realizable value whichever is lower.

(l) Taxation Deferred tax for the year is recognized on timing difference, being the difference between taxable incomes and accounting income that originates in one period and is capable of reversal in one or more subsequent periods.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future, however when there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets.

(l) Retirement Benefits Liabilities in respect of bonus, gratuity, retirement benefit & leave encashment is not accounted for on Accrual basis. (m) Earnings per share The earnings considered in ascertaining the company’s EPS comprise of the net profit after tax as per Accounting Standard 20 on “Earnings Per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive. (n)Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(o) Prior Year Comparatives



Figures for the previous year have been regrouped and rearrange wherever necessary. NOTES TO ACCOUNTS:

27. Balances of Loans and Advances, Secured Loans, Trade Payables & Others are subject to confirmation and reconciliation and consequential adjustments, if any.

28. In the opinion of the Board & to the best of their knowledge & belief the value of realization of current

assets, loans & advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet & the provisions for all the loans & determined liabilities is adequate and not in excess of the amount.

29. Provision for retirement benefits to employees was provided on accrual basis, which is in conformity

with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Statement of Profit & Loss.

30. According to a technical assessment carried out by the Company, there is no impairment in the carrying

cost of cash generating units of the Company in terms of accounting standards-28 issued by the Institute of Chartered Accountants of India.

31. The Company has not received the required information from suppliers regarding their status under the

Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been made.

32. Earnings Per Share (AS-20) :

The Earning per Share computed as per the requirement under Accounting Standard 20 on Earning per Share issued by The Institute of Chartered Accountant of India, is as under

2014-2015

(Rs.)

2013-2014

(Rs.)

Profit Attributable to Equity Share Holders (After Tax) (22,28,71,516) (15,68,83,917)

Weighted Average Number of Equity Share (Nos.) 43,73,260 43,73,260

Basic/ Diluted Earnings Per Share (50.96) (33.87)

Face Value per Equity Share 10.00 10.00

33. According to a technical assessment carried out by the Company, there is no impairment in the carrying

cost of cash generating units of the Company in terms of accounting standards-28 issued by the Institute of Chartered Accountants of India.



34. Related Party Transaction

Related Parties and Nature of Relationship:

Related Party Transaction

Particulars Companies in which Directors are substantially interested

Key Management Personnel

Relative of Key Management Personnel

Loan Transactions

Net Loan Taken 23,51,44,057 - -

Note : Related Parties and transaction as disclosed by the management and relied upon by auditors

35. Leasehold Land includes land taken on lease from Maharastra Industrial Development Corporation for a period of 95 years.

36. Segment Information for the period ended

The Company’s financial reporting is organized into only one major operating divisions therefore segment reporting is no applicable

37. Balances of sundry Creditors, Debtors, Loans and advances, deposits etc. are as per books of accounts in

absence of confirmation and reconciliation thereon. 38. The accumulated losses till 31st March, 2015 ,has exceeded the share capital value including other

reserves, thereby the net worth of the company has been completely eroded. However on account of strategic understanding with suppliers/customers the company is on the revival mode. In view of the same the going concern concept hold good.

39. Company has not provided interest on certain bank outstanding which were classified as non-performing assets by banks

Related Party Nature of Relation ship

K K Menon

Managing Director Rajiv Krishnan Nair Director Chitralekha Menon Additional Director Murlidharan Nair Director Niladri Mondal Director Maestros Equipment Pvt. Ltd. Subsidiary MMS Infrastructure Limited KMP having significant influence



Form No. MGT 11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L65990MH1972PLC016208

Name of the Company: MAESTROS MEDILINE SYSTEMS LIMITED Registered office: Plot No. El/63, TTC Industrial Area, Electronic Zone, Mahape

Navi Mumbai – 400 710

Name of the Member (s) : Registered address: E-mail Id : Folio No/Client ID: DP ID:

I/We being the member (s) of …………. shares of the above named Company, hereby appoint

Sr. no Name Address E-mail Id Signature 1 2 3

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the _________ Annual general meeting of the Company, to be held on Wednesday, 30th December, 2015 at 4.00 P.M. at Hotel Celebrations, Plot No. L-1, Sector 19, Vashi, Navi Mumbai – 400 705 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. 1 To receive consider ad adopt: the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the Report of the Board of Directors and the Auditors thereon; and the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2015 and the Report of the Auditors thereon. 2 Appointment of a Director in place of Mr. Rajiv Nair (DIN – 03060687), who retires by rotation and being eligible has offered himself for re-appointment. 3 Appointment of M/s. R A R & Associates as the auditors of the company. 4 Regularisation of Appointment of Mrs. Chitralekha Menon (DIN - 07286926) as a Director of the Company. Signed this…… day of……… 20…. Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting

Affix Revenue Stamp



To, Link Intime India Private Limited C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (West) Mumbai – 400 078 Updation of Shareholders Information I/We request you to record the following information against my/our Folio No.: General Information:

Folio No. Name of the first named Shareholder PAN* CIN / Registration No.* (applicable to Corporate Shareholder)

Tel. No. with STD Code Mobile No. E-mail id

*Self attested copy of the document(s) enclosed. Bank Details:

IFSC (11 digit) MICR (9 digit) Bank A/c Type Bank A/c No.* Name of the Bank Bank Branch Address

*A blank cancelled cheque is enclosed to enable verification of bank details. I/We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I/We would not hold the Company/RTA responsible. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/We understand that the above details shall be maintained till I/We hold the securities under the above mentioned Folio No./beneficiary account. ____________________ Signature of Sole / First Holder Place: Date:



MAESTROS MEDILINE SYSTEMS LIMITED

CIN : L65990MH1972PLC016208 Registered Office: Plot No. El/63, TTC Industrial Area, Electronic Zone, Mahape

Navi Mumbai – 400 710 Email: [email protected]

Website: www.maestros.net.com Phone: 022-27612470 / 71, Fax: 2762 2153

A T T E N D A N C E S L I P

42nd Annual General Meeting on Wednesday, December 30, 2015 Sr.No. :

Regd. Folio / DP ID & Client ID

Name and address of the Member(s) Joint Holder 1 Joint Holder 2

I/We hereby record my/our presence at the 42md Annual General Meeting of the Company at the Hotel Celebrations, Plot No. L-1, Sector 19, Vashi, Navi Mumbai – 400 705 on Wednesday, December 30, 2015 at 4:00 P.M. ……………………………… ……………………………….. Member's Folio/ Member's Proxy's name Member's/Proxy's Signature DP ID/Client ID No. (in Block Letters) Note: Please complete and sign this attendance slip and hand it over at the Attendance Verification Counter at the Entrance of the Meeting Hall

ELECTRONIC VOTING PARTICULARS EVSN

(Electronic Voting Sequence Number) * Default PAN

151204006

* Only Members who have not updated their PAN with the Company / Depository Participant shall use default PAN in the PAN field. Note: Please read the instructions printed under the Note No. 19 to the Notice of 42nd Annual General Meeting dated Wednesday, 30th December, 2015. The voting module shall be disabled by CDSL for voting thereafter.



Route Map:

Book Post

If Undelivered, Please return to

Maestros Mediline Systems Limited

Registered Office:

Plot No. EL-63 T.T.C Industrial Area Electronic Zone, M.I.D.C, Mahape, Navi Mumbai – 400 710. Maharashtra

Documents

· 1 Dr. Krishnakumar Nandkumar Menon Chairman & Managing Director 00926405 2 Mr. Rajiv Nair Executive Director 03060687 3 Mr. Murlidharan Nair Non-Executive Independent Director